8-K: Health Catalyst Appoints New COO, Prepares for CEO Transition

Health Catalyst, Inc. announces the appointment of Benjamin Albert as President and Chief Operating Officer, effective September 16, 2025, as current CEO Dan Burton plans retirement by June 2026.

Summary

• Health Catalyst, Inc. (HCAT) has appointed Benjamin Albert, age 52, as its new President and Chief Operating Officer, effective September 16, 2025.
• Mr. Albert previously served as CEO of Upfront Healthcare Services, Inc. since its acquisition by Health Catalyst in January 2025, and was its co-founder and CEO from 2016.
• His annual salary will be $475,000, with eligibility for an annual bonus targeting 75% of his base salary.
• Mr. Albert will receive a grant of 467,000 restricted stock units (RSUs), vesting 1/3rd on September 10, 2026, and the remainder in 8 equal quarterly installments thereafter.
• He will also receive 233,000 performance-based restricted stock units (PRSUs) with a three-year vesting period tied to specific performance metrics including total shareholder return relative to the Russell 3000, adjusted EBITDA margin, and revenue growth rate.
• Dan LeSueur will cease serving as Chief Operating Officer and principal operating officer on September 15, 2025, and is expected to transition to a part-time advisory role.
• Current CEO Dan Burton, who previously announced his retirement effective June 2026, will work closely with Mr. Albert, focusing on investor relationships and customer growth while the Board searches for a new CEO.
• In connection with the January 2025 acquisition of Upfront Healthcare Services, Mr. Albert received approximately $1,209,872 in cash and 269,765 shares of Health Catalyst common stock, plus the right to receive a portion of potential earn-out consideration (up to $12.5 million cash and 2,699,121 shares) if performance targets are met by December 31, 2026.

Sentiment

Score: 7

Explanation: The sentiment is generally positive due to the appointment of an experienced COO who is familiar with the company's recent acquisition, providing leadership continuity. However, the upcoming CEO retirement introduces a degree of uncertainty, balancing the overall sentiment to moderately positive.

Positives

• The appointment of Benjamin Albert as President and COO brings an experienced leader with over 25 years in healthcare technology and a proven track record of building and leading successful organizations, including Upfront Healthcare Services.
• Mr. Albert's prior role as CEO of Health Catalyst's Upfront Healthcare Services business unit ensures continuity and deep familiarity with a recently acquired key asset.
• The planned partnership between Mr. Albert and current CEO Dan Burton is designed to provide clear accountability, alignment, continuity, and stability during the CEO transition period.
• Mr. LeSueur's transition to a part-time advisory role ensures continued support and knowledge transfer during the leadership change.

Negatives

• The planned retirement of CEO Dan Burton by June 2026 introduces a period of leadership transition and potential uncertainty regarding the company's long-term strategic direction until a new CEO is appointed.

Risks

• Forward-looking statements regarding Mr. Albert's role and the company's future performance are subject to risks, uncertainties, and assumptions, which may cause actual results to differ materially from expectations.
• Numerous factors beyond the company's control, including those disclosed in its SEC reports (Form 10-K, 10-Q, 8-K), could impact actual results.

Future Outlook

Health Catalyst anticipates that Benjamin Albert's leadership as President and COO will drive the company forward in its mission of enabling measurable healthcare improvement. The company expects a smooth transition with current CEO Dan Burton, who will focus on investor and customer relationships until his planned retirement in June 2026, while the Board conducts a search for his successor. The company's performance-based compensation for Mr. Albert is tied to future total shareholder return, adjusted EBITDA margin, and revenue growth rate, indicating a focus on these key financial and operational metrics.

Management Comments

• Dan Burton (CEO): "I am thrilled to welcome Ben to this new role, and I look forward to working closely with him as we chart the course ahead. His impressive experience leading mission-driven technology companies that deliver measurable ROI and meaningful benefits to the broader ecosystem aligns with our mission of massive, measurable healthcare improvement, and will be invaluable as we enter our next chapter. I look forward to devoting additional time to deepening and growing our customer and investor relationships in advance of my upcoming retirement."
• Jack Kane (Chair of the Health Catalyst Board): "We as a board are grateful to have Ben Albert's capable leadership as President and COO to help Health Catalyst accelerate and amplify its progress and evolution, and drive shareholder value. This appointment builds on our company’s foundation of world-class healthcare expertise, cutting-edge technological innovation, and strong customer relationships. We are also grateful to Dan LeSueur for his many contributions to the company, and to Dan Burton as he continues as CEO in advance of his planned retirement."
• Ben Albert (President and COO): "I’m honored to lead our talented team through this important chapter. Health Catalyst delivers measurable improvement in healthcare better than anyone, and we will continue to build on that strength. With a clear strategy and goals, strong alignment, and the dedication of our people, we are well-positioned to help our clients achieve lasting success."
• Dan Burton (CEO, on Dan LeSueur): "I am so incredibly grateful for Dan L’s contributions to Health Catalyst over the last 15 years. His servant leadership and the dedication he has shown in guiding our company’s operations have been deeply meaningful. His thoughtful, steady guidance has made a lasting impact on our teams and the organization, and I wish him the very best in the opportunities ahead."
• Dan LeSueur (Outgoing COO): "Ben Albert is a fantastic choice for the President and COO role, and Health Catalyst is fortunate to welcome and rally behind his capable and mission-oriented leadership. I am grateful for the opportunity to have worked alongside such an exceptional team at Health Catalyst. The dedication, talent and innovative spirit of this group are truly remarkable. Health Catalyst’s team members embody a commitment to the company’s mission of enabling massive, measurable healthcare improvement, and I am excited for Health Catalyst’s bright future."

Industry Context

This leadership transition at Health Catalyst occurs within a dynamic healthcare technology and data analytics industry, where companies are increasingly focused on delivering measurable clinical, financial, and operational improvements. The appointment of a COO with a strong background in patient activation and value proposition aligns with the broader industry trend of leveraging technology to enhance patient engagement and outcomes. The company's emphasis on 'massive, measurable healthcare improvement' positions it within a competitive landscape striving for tangible ROI in healthcare solutions.

Comparison to Industry Standards

• The filing does not provide specific financial or operational results that can be directly compared to global benchmarks or specific comparable companies/projects at this time. The focus is on executive appointments and compensation rather than performance metrics for industry comparison.

Management Changes

Corporate Governance

Related Party Transactions

• Benjamin Albert, as a former director and CEO of Upfront Healthcare Services, Inc., received approximately $1,209,872 in cash and beneficial ownership of 269,765 shares of Health Catalyst common stock as part of the closing consideration for the acquisition of Upfront in January 2025.
• Mr. Albert also holds the right to receive a portion of the potential earn-out consideration (up to $12.5 million in cash and 2,699,121 shares of common stock) if Upfront's performance targets are achieved by December 31, 2026.

Stakeholder Impact

• Shareholders: The appointment of a new COO and the planned CEO transition signal a strategic shift in leadership, potentially impacting future company direction and stock performance. The performance-based compensation for the new COO aligns executive incentives with shareholder value.
• Employees: The leadership changes, including the new COO and the outgoing COO's advisory role, will affect organizational structure and reporting lines. The planned CEO retirement may create uncertainty but also opportunities for internal advancement.
• Customers: The new COO's focus on 'measurable healthcare improvement' and 'activating patients' suggests a continued or enhanced commitment to delivering value and improving outcomes for healthcare organization clients.
• Suppliers/Partners: Changes in leadership could lead to shifts in strategic priorities or operational approaches, potentially influencing relationships with key suppliers and partners.

Next Steps

• Benjamin Albert will assume the role of President and Chief Operating Officer on September 16, 2025.
• Dan LeSueur is expected to transition to a part-time advisory role after September 15, 2025.
• The Board of Directors will continue its search for a new Chief Executive Officer to succeed Dan Burton.
• Dan Burton will continue as CEO, focusing on investor relationships and customer growth, until his planned retirement in June 2026.
• Mr. Albert's RSUs will begin vesting on September 10, 2026, with subsequent quarterly vesting.
• Mr. Albert's PRSUs will vest over a three-year period, subject to the achievement of performance-based metrics.

Key Dates

Recommendation

The filing details a significant leadership transition, including the appointment of a new President and COO with relevant experience and the planned retirement of the current CEO. While the new COO's background is positive, the upcoming CEO change introduces a period of strategic uncertainty. Investors should 'hold' to observe the integration of the new leadership, the strategic direction under the new COO, and the eventual appointment of a new CEO before making further investment decisions. The immediate impact on financial performance is not detailed, making a 'wait and see' approach prudent.

Keywords

Health Catalyst, HCAT, Benjamin Albert, President, Chief Operating Officer, COO, Dan Burton, CEO retirement, Upfront Healthcare Services, executive appointment, healthcare technology, data analytics, corporate governance, leadership transition